2011 Proposed Changes to AIBS Constitution

The Board of Directors and Long Range Planning Committee, with the assistance of AIBS staff, have reviewed AIBS's mission effectiveness, surveyed the AIBS membership, consulted individual biologists and biological organizations, and spoken with the leaders of key organizations in the sciences.

As described in an accompanying letter to the membership from President James P. Collins, the AIBS leadership has concluded that changes in AIBS's governance structure, effective 2012, would improve the Institute's ability to work with its members and others in the scientific community to achieve its founding purpose: to promote unity and effectiveness of effort among all those who are devoting themselves to the biological sciences and their applications.

The full text of the current AIBS Constitution, with proposed changes, is below. Constitutional Articles with proposed changes show the current language, the proposed changes, and an explanation of what the change will mean to the Institute's operations. You can also view a pdf of the current AIBS Constitution and the proposed AIBS Constitution.

The individual and organizational membership of AIBS are invited to submit their feedback, ask questions, or share comments about these changes by participating in the open comment period from September 19 - October 5. Comments may be submitted one of two ways:

After incorporating feedback from the membership, a final set of proposed changes will be voted on by the AIBS Individual Membership in November 2011 (by online ballot, with mailed notice). Once any changes to the AIBS Constitution are finalized, the AIBS Bylaws will be updated to support the implementation of the changes. Changes to the Bylaws will be voted on by the AIBS Board of Directors later in 2011.

Article I. Name (No Proposed Changes)

The name of this association shall be the AMERICAN INSTITUTE OF BIOLOGICAL SCIENCES, INC., hereinafter called the Institute.

Article II. Purpose (No Proposed Changes)

The purposes of the Institute shall be the advancement of the biological sciences and their applications to human welfare, and to foster and encourage research and education in the biological sciences, including the medical, environmental, and agricultural sciences. To serve these purposes, the Institute will assist societies, other organizations, and biologists in such matters of common concern as can be dealt with more effectively by united action; hold and sponsor scientific meetings; cooperate with local, national, and international organizations concerned with the biological sciences; provide a voice for biologists in the public forum; promote unity and effectiveness of effort among all those who are devoting themselves to the biological sciences and their applications; and foster the relations of the biological sciences to other sciences, to the arts and industries, and to the public good.

Article III. Membership (No Proposed Changes)

Membership in the Institute shall be open to persons or organizations who share the stated purposes of the Institute.

Article IV. Officers (Changes)

Current

Proposed

Effect of Change

The Officers of the Institute shall be the President, the President-Elect, the Immediate Past-President, the Secretary, and the Treasurer. The President-Elect shall serve a term of one year, followed by one year as President, and one year as Immediate Past-President. No person shall be eligible for reelection to the presidency.

The Secretary and the Treasurer shall each serve terms of three years that are not coincident. No person may hold the office of Secretary or Treasurer for more than two terms consecutively.

The Officers of the Institute shall be the President, the Vice-President, the Secretary, and the Treasurer, each with terms of office as specified in Article VI herein.

This change replaces the President-Elect and Past-President position with the Vice-President position.

Information about officer term lengths was moved to the more appropriate location in Article VI.

Article V. Executive Committee (Changes)

Current

Proposed

Effect of Change

The Officers of the Institute shall comprise the Executive Committee, and shall act in behalf of the Board of Directors between the meetings of the Board of Directors.

The Executive Committee shall be composed of the Officers of the Institute plus one additional member of the Board of Directors appointed by the President each year to a one year term, such selection to be made with the advice of the Board. The Executive Committee shall act on behalf of the Board of Directors between the meetings of the Board of Directors.

This change adds a regular Board member to the Executive Committee, for better liaising and increased transparency of the Officers with the rest of the Board.

Article VI. Board of Directors (Changes)

Current

Proposed

Effect of Change

The Board of Directors shall establish policy for the Institute, and shall be responsible for the fulfillment of the scientific and corporate obligations of the Institute.

The Board of Directors shall be composed of the Officers of the Institute, and eight elected members, four of whom shall be elected from members of the Council and four from the Individual Membership.

The members of the Board of Directors, individually and collectively, shall be held harmless by the Institute in any action alleging injury or damage, direct or consequential, arising out of the performance of their duties, except where Board members are adjudged guilty of willful misfeasance or malfeasance in the performance of their duties.

The Board of Directors shall establish policy for the Institute, and shall be responsible for the fulfillment of the scientific and corporate obligations of the Institute.

The Board of Directors shall be composed of the four Officers of the Institute plus not less than ten or more than 14 additional positions, making for a total Board size of 14 to 18. The Board shall elect the Officers and four to eight of the other Board positions, the Council shall elect another four positions, and the Individual Membership shall elect another two positions.

All Board positions have terms of three years except those of President and Vice-President, each of which has a term of two years. Re-election to multiple terms for all Board positions, including President and Vice-President, is permitted. Directors shall continue in office until their successors have been duly elected and assumed office, or unless they resign, are removed, or are otherwise unable to fill an unexpired term.

The members of the Board of Directors, individually and collectively, shall be held harmless by the Institute, to the fullest extent permitted by law, in any action alleging injury or damage, direct or consequential, arising out of the performance of their duties except where Board members are adjudged guilty of willful misfeasance or malfeasance in the performance of their duties.

These changes:

increase the Board's size from 13 to no less than 14, no more than 18

change the term of President from one year each as past, sitting, and elected president to a two year term as sitting President

replaces President Elect and Past President positions with a Vice President position

create an option for the President or Vice President to run for multiple terms

maintain the four seats elected from council

reduces the seats elected from the individual membership from four to two

creates seats for strategic board appointed individuals to serve

replaces the information about term limits originally included in Article IV.

The Council shall provide effective and responsible guidance to the Institute. The Council shall consist of the Board of Directors, one delegate selected by each Member Society, and one Member-at-Large per 1,000 Individual Members, to be elected as prescribed in the Bylaws. Each member of the Council must be an Individual Member of the Institute.

The Council shall, (1) review the actions of the Board of Directors, (2) make recommendations to the Board of Directors on matters of policy for action and response by the Board of Directors, (3) consider agenda items brought before it by the Board of Directors, (4) initiate agenda items for its meetings, and (5) elect four of its members to the Board of Directors.

The Council shall provide effective and responsible guidance to the Institute. The Council shall consist of the Board of Directors and one Representative appointed by each Institutional Member. Each Council Representative, by virtue of this appointment, shall be deemed an Individual Member of the Institute.

The Council shall, (1) review the actions of the Board of Directors, (2) make recommendations to the Board of Directors on matters of policy for action and response by the Board of Directors, (3) consider agenda items brought before it by the Board of Directors, (4) initiate agenda items for its meetings, and (5) elect Representatives from its ranks to the Board of Directors as per Article VI herein.

This change makes all representatives to the AIBS council Individual Members of the Institute, and removes the provision for seats on the Council of Representatives from the individual membership on a per capita basis.

Article VIII. Executive Director (No Proposed Changes)

An Executive Director shall be appointed by the Board of Directors as the chief executive officer of the Institute. The Executive Director shall supervise the staff, properties, and operations of AIBS, and carry out the policies and directives of the Board of Directors and the Executive Committee. The Executive Director will serve ex officio (without vote) on all committees, boards, and councils.

Article IX. Bylaws (No Proposed Changes)

The provisions of the Constitution of the Institute shall be carried out in accordance with the current Bylaws of the Institute.

Article X. Amendments (No Proposed Changes)

Amendments to this Constitution may be initiated by the Board of Directors, the Council, or by a petition to the Board of Directors by 25 Individual Members of the Institute. After receiving advice from the Council, the Board of Directors must approve amendments by a two-thirds majority vote. Amendments must then be ratified in a mail ballot by two-thirds of those Individual Members of the Institute voting.

Article XI. Dissolution (No Proposed Changes)

Dissolution of the Institute for any cause may be initiated by the same mechanism used for amending the Constitution. Dissolution must be in accordance with the applicable regulations of the 1954 Internal Revenue Code, Section 501, or any amendments thereto.

All funds or other assets of the Institute, including any rights to funds, present or future, contingent or actual, shall be irrevocably assigned and transferred to any successor organization, which has among its principal purposes the encouragement, development, and dissemination of knowledge in the biological sciences, and has qualified as an exempt organization under Section 501 of the 1954 Internal Revenue Code, or any amendments thereto.

The selection of the successor organization shall be approved by a two-thirds majority of the Board of Directors and be named in the Board's minutes and its Articles of Dissolution, but need not be named in the motion or petition for dissolution.